paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion or petition, and any damages the party aggrieved may have sustained; and if the company makes default or is guilty of unnecessary delay in registering any transfer of shares, they shall be responsible to any person injured by such default or delay for the amount of damage he may thereby have sustained.

26. The register of shareholders shall be evidence of any matters by this Act directed or authorized to be inserted therein.

27. Copies of the memorandum of association and articles of association shall be forwarded to every shareholder, at his request, on payment of the sum of 1s. for each copy, or such less sum as may be prescribed by the company.

PART II.

affixed; and if any officer of such company, or any person on its behalf, uses any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement, or other official publication of such company, or signs or authorizes to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of 50l., and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company.

32. A general meeting of the company shall be held once at the least in every year.

28. The company shall have a registered office to which all communications and notices may be addressed: If any company registered under this Act carries on business without having such an office, it shall incur a penalty not exceeding 5l. for every day during which business is so carried on.

29. Notice of the situation of such registered office, and of any change therein, shall be given to the Registrar of Joint-Stock Companies, and recorded by him: Until such notice is given the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

30. Every limited company registered under this Act shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such company, and in all bills of exchange, promissory notes, indorsements, cheques, and orders for money or goods, purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company.

31. If any limited company registered under this Act does not paint or affix, and keep painted or affixed, its name in manner aforesaid, it shall be liable to a penalty not exceeding ol for not so painting or affixing its name, and for every day during which such name is not so kept painted or

and make new provisions in lieu of or in addition to any regulations of the company contained in the articles of association or the Table marked B. in the Schedule.

34. A resolution shall be deemed to be a special resolution of the company whenever the same has been passed by three fourths in number and value of such shareholders of the company for the time being entitled to vote as may be present in person or by proxy (in cases where, by the regulations of the company, proxies are allowed) at any meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such shareholders for the time being entitled to vote as may be present in person or by proxy at a subsequent meeting, of which notice has been duly given, and held at an interval of not less than one month, nor more than three months, from the date of the meeting at which such special resolution was first passed: Unless a poll is demanded by at least five shareholders a declaration of the chairman of any such meeting as is mentioned in this section, that a special resolution has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: Notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company.

35. A copy of any special resolution that is passed by any company registered under this Act shall be forwarded to the Registrar of Joint-Stock Companies, and recorded by him: If such copy is not so forwarded within fifteen days from the date of the passing of the resolution, the company shall incur a penalty not exceeding 2l. for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded.

36. A copy of any special resolution shall be given to any shareholder on payment of 1s., or of such less sum as the company may direct.

37. The company, if authorized so to do by its regulations, may increase its nominal capital in ital manner directed by such regulations, but notice of any increase so made shall be given to the Registrar of Joint-Stock Companies within fifteen days from the date of the passing of the resolution by which such increase has been authorized, and the Registrar shall forthwith record the amount of such increase: If such notice is not given within the period aforesaid the company shall incur a penalty not exceeding 5l. for every day during which such neglect to give notice continues.

38. No company that is not for the time being carrying on a trade or business having gain for its object shall be entitled, without the sanction of the Board of Trade, to hold more than two acres of land, but the Board of Trade may empower any such company to hold lands in such quantity and subject to such conditions as they think fit, and may for that purpose grant a licence in the Form marked G. in the Schedule hereto, or to the like effect.

39. If any company registered under this Act carries on business when the number of its shareholders is less than seven, for a period of six months after the number has been so reduced, then every person who is a shareholder in such company during the time that it so carries on business after such period of six months shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other shareholder.

40. The company shall cause minutes of all resolutions and proceedings of general meetings of the company to be duly entered in books to be from time to time provided for the purpose, and any such minute as aforesaid, if signed by any person purporting to be the chairman of such meeting, shall be receivable in evidence in all legal proceedings, and until the contrary is proved every general meeting in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened.

Legal Instruments of Company.

41. Contracts on behalf of any company registered under this Act may be made as follows; (that is to say,)

(1.) Any contract which if made between private

VOL. XXXIV. STAT.

persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company, and such contract may be in the same manner varied or discharged :

(2.) Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged :

(3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company, and such contract may in

the same way be varied or discharged : And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Deeds.

42. Any company registered under this Act may, by instrument or writing under their common seal, empower any person, either generally or in respect of any specified matters, as their attorney, to execute deeds on their behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the company, and under his seal, shall be binding on the company to the same extent as if it were under the common seal of the company.

43. A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company registered under this Act, if made, accepted, or indorsed in the name of the company by any person acting under the express or implied authority of the company.

44. In any mortgage made according to English law by any company registered under this Act there shall be implied the following covenants (unless words expressly negativing such implication are contained therein); that is to say, a covenant on the part of the company to pay the money thereby secured, and interest thereon, at the time and rate therein mentioned; a covenant that they have power to convey or assure the property declared to be conveyed or assured to the mortgagee free from incumbrances; and a covenant for further assurance of such property, at the expense of the company, to the mortgagee or any person claiming

H

through, under, or in trust for him; and if a power of sale is thereby given such power shall imply an authority to sell by public auction or private contract altogether or in parcels, and to make, rescind, or vary contracts for sale or resale without being liable for loss, and also an authority to give effectual receipts for purchase-monies, and such mortgage may be in the form marked H. in the Schedule hereto, or as near thereto as circumstances admit.

45. In any bond and disposition in security made according to Scotch law by any company registered under this Act there shall be implied the following obligations and undertakings (unless words expressly negativing such implication are contained therein); that is to say, an obligation on the part of the company to pay the money thereby secured, and interest thereon, at the time and rate therein mentioned; an undertaking that they have power to convey the property declared to be conveyed to the heritable creditor free from incumbrances; and an obligation to make and execute at the expense of the company, in favour of the heritable creditor, or any person claiming through, under, or in trust for him, any further deed necessary to give effect and validity to the security; and if a power of sale is thereby given, such power shall imply an authority to sell by public auction or private contract, altogether or in parcels, and to make, rescind, or vary contracts of sale or resale, without being liable for loss, and also an authority to give effectual receipts for purchase-monies; and such bond and disposition in security may be in the form marked I. in the Schedule hereto, or as near thereto as circumstances admit, and shall be registered in the general or particular or burgh register of sasines, as the case may be, and being so registered shall be equivalent to a bond and disposition in security in ordinary form, containing power of sale, with sasine thereon, duly recorded in the register of sasines.

46. In any conveyance or assurance made according to English law by any company registered under this Act there shall be implied (unless words expressly negativing such implication are contained therein) the following covenants on the part of the company; (that is to say,)

A covenant that, notwithstanding any act or default done by the company, they were at the time of the execution of such conveyance or assurance seised or possessed of the lands or premises thereby conveyed or assured for an indefeasible estate of inheritance in fee simple, free from incumbrances occasioned by them, or otherwise for such estate or interest as therein expressed to be assured, free from incumbrances occasioned by them:

A covenant that the person to whom such lands or premises are conveyed or assured, his heirs, successors, executors, administrators, and assigns, (as the case may be,) shall quietly enjoy

the same against the company and their successors, and all other persons claiming under them, and be indemnified and saved harmless by the company and their successors from all incumbrances occasioned by the company:

A covenant for further assurance of such lands or premises at the expense of the person to whom the same are conveyed or assured, his heirs, successors, executors, administrators, or assigns, (as the case may be,) by the company or their successors, and all other persons claiming under them.

47. In any disposition of heritable property granted according to Scotch law by any company registered under this Act there shall be implied, unless words expressly excluding such implication are contained therein, an obligation of absolute warrandice, and an obligation to complete the company's title at its own expense so far as necessary to validate or give full effect to such disposition, and an obligation to grant also at its own expense any further deeds which may be necessary to render such disposition effectual.

Examination of Affairs of Company.

48. Upon the application of one-fifth in number and value of the shareholders of any company registered under this Act, the Board of Trade may appoint one or more competent inspectors to examine into the affairs of the company, and to report thereon in such manner as the Board of Trade directs.

49. It shall be the duty of all officers and agents of the company to produce for the examination of the inspectors all books and documents in their custody or power: Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly: If any officer or agent refuses to produce any such book or document, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding ōl. in respect of each offence.

50. Upon the conclusion of the examination the inspectors shall report their opinion to the Board of Trade: Such report shall be written or printed, as the Board of Trade directs: A copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the shareholders upon whose application the inspection was made, be delivered to them or to any one or more of them: All expenses of and incidental to any such examination as aforesaid shall be defrayed by the shareholders upon whose application the inspectors were appointed.

51. Any company registered under this Act may in general meeting appoint inspectors for the purpose of examining into the affairs of the company: The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that, instead of making their report to the Board of Trade, they shall make the same in such manner and to such persons as the company in general meeting directs, and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document to such inspectors, or to answer any question, as they would have incurred if such inspectors had been appointed by the Board of Trade.

52. A copy of the report of any inspectors appointed under this Act, authenticated by the seal of the company into whose affairs they have made inspection, shall be admissible as evidence in any legal proceeding.

Notices.

53. Any summons or notice requiring to be served upon the company may, except in cases where a particular mode of service is directed, be served by leaving the same, or sending it through the post directed to the company, at their registered office, or by giving it to any director, secretary, or other principal officer of the company.

54. Notices by letter shall be posted in such time as to admit of the letter being delivered in the due course of delivery within the period (if any) prescribed for the giving of such notice; and in proving such service it shall be sufficient to prove that such notice was properly directed, and that it was put in the post office at such time as aforesaid.

55. Any summons, notice, writ, or proceeding requiring authentication by the company may be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.

Legal Proceedings.

56. All offences under this Act made punishable by any penalty may be prosecuted summarily before two or more Justices, as to England in manner directed by an Act, 11 & 12 Vict. c. 43, intituled 'An Act to facilitate the Performance of the Duties of Justices of the Peace out of Sessions within England and Wales with respect to Summary Convictions and Orders'; and as to Scotland, before two or more Justices or the sheriff of the county, in the manner directed by the Act, 17 & 18 Vict. c. 104, intituled 'An Act to amend and consolidate the Acts relating to Merchant Shipping,' as regards offences in Scotland against that Act, not being offences by that Act described as felonies or misdemeanours; and as to Ireland, in the manner

directed by the Act, 14 & 15 Vict. c. 93, intituled 'An Act to consolidate and amend the Acts regulating the Proceedings of Petty Sessions, and the Duties of Justices of the Peace out of Quarter Sessions in Ireland,' or any Act passed for the amendment of the above-mentioned Acts.

57. The Justices or sheriff imposing any penalty under this Act may direct the whole or any part thereof to be applied in or towards payment of the costs of the proceedings, or in or towards the rewarding the person upon whose information or at whose suit such penalty has been recovered; and, subject to such direction, all penalties shall be paid into the receipt of Her Majesty's Exchequer, in such manner as the Treasury may direct, and shall be carried to and form part of the Consolidated Fund of the United Kingdom.

Alteration of Forms.

58. The Board of Trade may from time to time make such alterations in the forms and tables contained in the Schedule hereto as they deem requisite: They shall publish any form or table when altered in the London Gazette, and upon such publication being made, it shall have the same force as if it were included in the Schedule to this Act.

PART III. WINDING-UP. Preliminary.

59. The provisions of this Act relating to the winding-up of companies shall apply to all companies registered under this Act, and to all companies registered under the Act, 8 Vict. c. 110, and intituled 'An Act for the Registration, Incorporation, and Regulation of Joint-Stock Companies' from and after the date at which they have obtained registration under this Act in manner hereinafter mentioned, but not any other companies.

60. The expression "the Court," as used in the Third Part of this Act, shall mean the following authorities; (that is to say.)

In the case of a company engaged in working any mine within and subject to the jurisdiction of the Stannaries, the Court of the ViceWarden of the Stannaries :

In the case of a limited company registered in England that is not engaged in working any such mine as aforesaid, -the Court of Bankruptcy having jurisdiction in the place in which the registered office of the company is situate:

In the case of a limited company registered in Ireland, whose registered nominal capital does not exceed 5,000l., -the Commissioners of Bankrupt in Ireland:

In all cases not hereinbefore provided for, the Court shall mean as respects companies registered in England the High Court of Chancery of England, as respects companies registered in Scotland the Court of Session in either division thereof, and as respects companies registered in Ireland the Court of Chancery of Ireland.

And any Court to which jurisdiction is given by the Third Part of this Act, not being the Court of Chancery or the Court of Session, shall, in addition to its ordinary powers, have the same power of enforcing any orders made by it in pursuance of this Act, if in England, as the Court of Chancery has, if in Ireland, as the Court of Chancery in Ireland has, in relation to matters within the jurisdiction of such Courts respectively.

61. In the event of any company being wound up by the Court or voluntarily, the existing shareholders shall be liable to contribute to the assets of the company to an amount sufficient to pay the debts of the company, and the costs, charges, and expenses of winding up the same, with this qualification, that if the company is limited no contribution shall be required from any shareholder exceeding the amount, if any, unpaid on the shares held by him.

62. In the event of any company other than a limited company being wound up by the Court or voluntarily, any person who has ceased to be a shareholder within the period of three years prior to the commencement of the winding-up shall be deemed, for the purposes of contribution towards payment of the debts of the company, and the costs, charges, and expenses of winding up the same, to be an existing shareholder, and shall have in all respects the same rights, and be subject to the same liabilities to creditors, as if he had not so ceased to be a shareholder, with this exception, that he shall not be liable in respect of any debt of the company contracted after the time at which he ceased to be a shareholder.

63. In the event of any limited company being wound up by the Court or voluntarily, any person who has ceased to be a holder of any share or shares within the period of one year prior to the commencement of the winding-up shall be deemed, for the purposes of contribution towards payment of the debts of the company, and the costs, charges, and expenses of winding up the same, to be an existing holder of such share or shares, and shall have in all respects the same rights and be subject to the same liabilities to creditors as if he had not so ceased to be a shareholder.

64. The winding-up shall, if the company is wound up by the Court, be deemed to commence at the time of the presentation of such petition as is hereinafter required to be presented to the Court, and if the company is wound up voluntarily, be deemed to commence at the time of the passing of the resolution authorizing such winding-up.

65. Any existing or former shareholder upon whom calls are authorized to be made by the Third Part of this Act is hereinafter called "a contributory," and the representatives of any deceased contributory shall be liable in a due course of administration to the same extent as such contributory would be liable under the Third Part of this Act, if alive.

66. For the purpose of ascertaining the liability of existing and former shareholders as between themselves, the following rule shall be adopted; (that is to say,)

(1.) In the case of a company other than a limited company every transferree of shares shall, in a degree proportioned to the shares transferred, indemnify the transferror against all existing and future debts of the company:

(2.) In the case of a limited company every transferree shall indemnify the transferror against all calls made or accrued due on the shares transferred subsequently to the transfer.

68. A company shall be deemed to be unable to pay its debts,

(1.) Whenever a creditor to whom the company is indebted in a sum exceeding 50l. then due has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the sum so due, and the company have for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor:

(2.) Whenever, in England and Ireland, exeсиtion issued on a judgment, decree, or order obtained in any court in favour of any creditor in any suit or other legal